Jeffrey Tengel

About Jeffrey Tengel

Jeffrey J. Tengel (age 62) has served as President and CEO of Independent Bank Corp. (INDB) and CEO of Rockland Trust since February 6, 2023, and joined INDB’s Board as a Class I director concurrently (director since February 2023) . He holds a B.S. in Accounting from Marquette University and an MBA from the Weatherhead School at Case Western Reserve University . Under his tenure to date, 2024 Net Income was $192.1M vs. $239.5M in 2023, while the Proxy-reported TSR value of a $100 investment ended 2024 at $90.53 versus peer indices at $132.60 and $130.90, and ROATCE was 9.89% vs. 12.78% in 2023 . Revenues were $128.0M in FY 2024 and $124.6M in FY 2023; EBITDA is not disclosed; Net Income per S&P data is shown below (USD) .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

• Annual Incentive Plan (AIP) design and 2024 results:

  • Target bonus: 85% of base salary (CEO) .
  • Company “Operating EPS” target $4.82; actual $4.55; Bank Performance Factor computed from company performance and peer comparisons = 81% .
  • CEO award formula: Target Award × Bank Performance Factor × Board discretion (up to 1.20); Board applied 1.20 for CEO based on “exceptional” performance .
  • 2024 AIP paid to CEO: $850,986 .

• Long-term equity (2024 grants on 2/22/2024; grant-date fair value per share $52.73):

  • Performance-based RSUs (PSUs), ROATCE vs peer group over 3-year period (2024–2026). Cliff vest post-certification; vesting 0–100%: 25th percentile=25%, 50th=50%, 75th+=100%; no vest if tangible book value fails to increase over the period .
  • Time-based RSUs (TBRSUs) vest ratably over 3 years (2024–2026) .

• 2024 CEO equity grant detail:
  • PSUs: 3,225 (threshold) / 6,450 (target) / 12,900 (max); grant-date FV $340,076 .
  • TBRSUs: 9,700 shares; grant-date FV $511,433 .
• Option grants: INDB has not granted options to NEOs since 2011 (no CEO options outstanding) .

Equity Ownership & Alignment

• Beneficial ownership (as of 12/31/2024): 32,497 shares, including 2,192 jointly owned with spouse; less than 1% of shares outstanding .
• Shares outstanding at 3/21/2025: 42,610,271 (implies ~0.08% ownership using different dates; directional only) .
• Outstanding equity awards at 12/31/2024 (CEO):
  • Unvested TBRSUs: 9,847 (5-year grant from 2/6/2023), 5,033 (3-year grant from 2/16/2023), 9,700 (3-year grant from 2/22/2024) .
  • Unearned PSUs (at maximum shown): 10,100 (2023 grant; period 2023–2025), 12,900 (2024 grant; period 2024–2026) .
  • 2024 stock vested: 4,979 shares; no options exercised .
• Executive stock ownership guidelines: CEO must hold shares equal to 3× salary; executives currently satisfy the guidelines .
• Anti-hedging/pledging policy: Hedging prohibited; pledging/margin accounts prohibited for directors and executive officers without prior permission .
• Clawback: Adopted October 2023; applies to restatements and recovers excess incentive compensation for the prior 3 years, regardless of misconduct .
• Deferred compensation: CEO deferred $102,192 in 2024 into the NQDC; employer Restoration Plan contribution of $118,731 in 2024 .

Employment Terms

• Start date and role: CEO and President of INDB; CEO of Rockland Trust effective on/about February 6, 2023; appointed Class I Director effective same date .
• Agreement economics:
  • Salary $1,000,000; Target bonus 85% of salary; Annual equity target 100% of salary; One-time $1.62M cash bonus (subject to repayment under certain terminations); One-time $1.0M RSU vesting 20% annually each Feb 6, 2024–2028; up to $100,000 relocation (subject to repayment under certain terminations) .
• Severance (non-CoC): If resignation for good reason or termination without cause: 18 months base salary plus benefit cost lump sum for 18 months .
• Change-in-control (double-trigger within 24 months): 2× (salary + higher of recent or target bonus), 36 months benefits cost, and vesting of outstanding equity; “best-net” 280G cutback (no gross-up) .
• Potential payout table at 12/31/2024 valuation:
  • Termination without cause/good reason: $1,545,000 severance; $23,393 medical; $1,101,244 equity acceleration; Total $2,669,637 .
  • CoC + termination/good reason: $3,811,000 severance; $92,922 medical; $3,054,160 equity acceleration; Total $6,958,082 .
• Restrictive covenants: 1-year non-solicit; 1-year non-compete (with exceptions for certain terminations); perpetual confidentiality and non-disparagement .

Board Governance

• Board role: Director since February 2023; member of the Executive Committee .
• Independence: Not independent (as CEO); Board has an independent Chair (Donna L. Abelli); the majority of directors are independent .
• Committee structure: Audit, Compensation, Nominating, Risk, Trust; CEO serves on Executive Committee only; employee directors receive no director retainers or meeting fees .
• Meetings and executive sessions: Independent directors meet in executive session during each regularly scheduled Board meeting; Board held 14 concurrent meetings with Rockland Trust in 2024; all directors attended at least 75% of meetings .

Director Compensation (Employee-Director Treatment)

• Employee directors (including CEO) receive no Board retainers or meeting fees .

Compensation Committee, Peer Group, and Say-on-Pay

• Compensation Committee: Independent directors O’Brien (Chair), Abelli, Hogan, Miskell; uses Mercer (exec comp) and Korn Ferry (salary ranges/merit) as advisors; no consultant conflicts .
• Peer group (2024/2025): Banks of similar size/region, including Atlantic Union, Berkshire Hills, Customers, Eastern, Fulton, OceanFirst, Provident, Sandy Spring, United Bankshares, WSFS, etc. .
• Say-on-Pay: 94.36% approval for the most recent vote, signaling broad shareholder support .

Equity Grant and Vesting Schedules (CEO)

Ownership Detail (CEO)

Risk Indicators & Red Flags

• Hedging/pledging prohibited (with limited permission for pledging); insider trading policy includes pre-clearance and blackout periods for Section 16 officers .
• Clawback policy adopted (Oct 2023) for restatements, no misconduct requirement .
• No option repricing; no stock options granted to NEOs since 2011 .
• Tax gross-ups eliminated in 2023; “best‑net” 280G cutback applies .
• Related party transactions: none for CEO; proxy discloses a lease involving another director; no loans to directors/officers with unfavorable terms; no nonperforming insider loans .

Performance & Track Record Signals

• 2024 Pay vs Performance (from Proxy): INDB Net Income $192.1M (down y/y), TSR value $90.53 vs KBW peer indices at $132.60 and $130.90, ROATCE 9.89% (down from 12.78% in 2023) .
• 2024 AIP outcome reflected lower Operating EPS vs target ($4.55 vs $4.82) and an 81% Bank Performance Factor; Board applied 1.20 discretion for CEO .
• S&P data: Revenues increased modestly in FY 2024; Net Income decreased y/y (table above) .
• Option supply pressure limited (no options); potential selling pressure dates align with TBRSU vesting each February (6th, 16th, 22nd) and PSU certifications after 2025/2026 performance periods .

Compensation Structure Analysis

• Mix and leverage: Significant at-risk pay via AIP and PSUs; approximately 57% of 2024 equity grants for NEOs were performance-based .
• Metric rigor: 2024 Operating EPS target $4.82 vs actual $4.55; peer-relative modifiers applied to ROA/ROE/charge-offs/efficiency ratio; PSU vesting requires both peer-relative ROATCE and a tangible book value growth gate .
• Governance: Strong safeguards (clawback, anti-hedging/pledging, ownership guidelines); elimination of gross-ups .
• Shareholder sentiment: Strong say-on-pay support at 94.36% .

Investment Implications

• Alignment: High proportion of performance-based equity and mandatory ownership promotes shareholder alignment; hedging/pledging restrictions and clawback further align incentives .
• Retention risk: Moderate; CEO protected by 18-month severance (non-CoC) and 2× salary+bonus plus 36 months benefits in a CoC event; sizable unvested equity through 2026–2028 enhances retention .
• Execution risk and payout sensitivity: 2024 underperformance vs ROATCE/TSR peers reduced formulaic payouts (81% factor), although Board discretion lifted CEO AIP; continued ROATCE and tangible book value performance will drive PSU vesting through 2026 .
• Trading signals: Potential incremental supply around TBRSU vesting dates (Feb 6/16/22) and PSU certification/vesting in 2025–2027; absence of options reduces abrupt exercise-related selling .

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Notes:

• Financial values labeled from S&P Global (GetFinancials) are presented with tool-linked citations. Values retrieved from S&P Global.